1099Policy Terms of Service for Licensees

Last updated: June 15, 2019

1099Policy Inc., is a software company that has created a proprietary electronic platform, software, that facilitates the purchase of insurance coverage by individuals and entities through the use of the 1099Policy.com Platform (“Platform”) as governed by this Terms of Use Agreement (“Terms”). Any reference made in these Terms to “1099Policy” shall be deemed to have been made to 1099Policy Inc., 1099 Policy Insurance Agency, LLC., including any subsidiaries, successors, assignees, and affiliates. “Us”, “our” and “we” refer to 1099Policy. The Platform includes application programming interfaces (“APIs”), proprietary information and all subsequent communication necessary to facilitate the procurement of such insurance coverage (“Services”) by individuals and entities whom are all “Users”. The Platform is licensed by employers, staff augmentation firms such as staffing agencies, vendor management system operators (“VMS”), freelance management system operators(“FMS”) and other companies engaged in creating an online employment marketplace where Users are matched to available job opportunities. All such employers, staffing agencies, VMS, FMS or employment marketplace creators are “Licensees”. Licensees use the Platform so that Users can procure insurance coverage through 1099Policy Insurance Agency, LLC., a wholly owned subsidiary of 1099Policy Inc., “User Content” is all necessary information required by the Platform for 1099Policy to provide its Services including the Users name and details of the job assignment that the User will be performing. User Content is transmitted to the Platform by the Licensee. “Proprietary Information” is information relating to 1099Policy including content originating on the Platform, processes, methods of operation, financial, business information and intellectual property such as software and computer code that is not publicly available.

All Licensees are collectively referred to as “you” and include organizations that you are authorized to represent.

These (“Terms”) govern your access to and use of the Platform, website, products, and services, (“Services”) provided by 1099Policy so please read these Terms carefully before using the Platform or Services. By accessing the Platform or using our Services, you agree to be bound by these Terms.

Nature of Platform

1099Policy is a software company. The Platform allows Users to procure certain insurance coverage including: workers compensation, general liability and professional liability coverage specifically for the length of the assignment taken by the User through the Licensee. The coverage is secured in the name of the User, not the Licensee. By providing the coverage on a usage basis specifically for the length of the assignment, the Platform delivers efficiencies that allow the User to procure coverage only for the time the User desires it. By making it easier for the User to procure insurance required of them, the Platform hopes to increase the labor pool of eligible Users. As elected by the User, coverage is procured by 1099Policy Insurance Agency, LLC with various insurance companies. 1099Policy, nor its subsidiaries are the underwriters of the coverage elected by the User. Coverage for the User begins when the Licensee notifies 1099Policy that the User has started their assignment. Coverage for the User ends when the Licensee notifies 1099Policy that the User has ended their assignment. The cost of the coverage to the User is a percentage of the compensation paid to the User. That cost will vary by assignment and will be disclosed to the Licensee and the User in advance when the necessary information is provided to 1099Policy. With permission of the User, the cost of the coverage is remitted to 1099Policy by the Licensee.

1099Policy does not have control over the User Content necessary to help the User secure coverage. 1099Policy is not responsible for the accuracy, timing nor the failure to provide User Content necessary to assure that coverage is facilitated through the Platform. Requested coverage is not secured until proof of coverage is received by the User with a copy to the Licensee.

Eligibility, Representations and Warranties

By accessing or using our Services, you represent that:

  1. you can form a binding contract with us on behalf of yourself or the organization that you are lawfully authorized to represent;

  2. you are over the age of 18, as the Services are not intended for children under 18;

  3. the Platform will only be used for intended purpose as described in these Terms;

  4. you will not directly or indirectly solicit, recruit or engage 1099Policy employees or representatives including for the purpose of working on another electronic platform that provides the Services described in these Terms;

  5. you will not attempt to make side agreements with any entity used by 1099Policy to deliver its Services such that 1099Policy would be disintermediated;

  6. you have your own insurance and understand that the coverage that may be procured by the User is in the User’s name;

  7. you will make a diligent effort to provide accurate information required by the Platform for the delivery of the specified Services;

  8. any insurance purchasing conclusions and decisions such as type of coverage secured, limits and deductibles are completely and solely the responsibility of the User.

Application License

Subject to these Terms and our policies (including policies made available to you within the Services), we grant you a limited, non-transferable, non-exclusive, and revocable permission to access and use our Platform, provided that: (i) you will not copy, reproduce, modify, create derivative works, publish, transmit, distribute, post on any other website any proprietary content from the Platform or modify any part of the proprietary content without our prior written authorization; (ii) you will not reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish or sell in any form the Platform; (iii) you will not create or operate any platform, site or business that is based in whole or in part on the processes or content on the Platform; (iv) you will not injure or disrupt the Platform, servers or networks connected to the Platform or transmit any content which contains software viruses or other harmful computer code, files or programs; and (v) you comply with these Terms.

Using our Services does not give you ownership of any intellectual property rights in our Platform or the Proprietary Content you access which shall remain with us. Proprietary Content does not include User Content that emanates from the Licensee. Use of any trademarks, logos or service marks owned by 1099Policy requires the written permission of 1099Policy. This includes but is not limited to use of hot-links or meta tags on other pages or sites on the World Wide Web.

1099Policy may at its sole discretion change the Platform’s content and information from time to time.

The limited license is revocable by the 1099Policy without notice and with or without cause. All rights not expressly granted by 1099Policy are reserved. You hereby grant 1099Policy a non-exclusive, worldwide, transferable, fully-paid, royalty free, perpetual and irrevocable right and license (with the right to sublicense) including a right to make such content available to, and pass these rights along to, others with whom 1099Policy has contractual relationships related to the provision of the 1099Policy Service, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your content to third parties if 1099Policy determines such access is necessary to comply with its legal obligations through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform and display, translate, excerpt (in whole or in part), distribute and archive User Content for any purpose in connection with the Platform. 1099Policy has the right to use all data that does not personally identify an individual User for research, marketing, product enhancement and statistical analysis.

Third Parties’ Links, Services and Open Source Software

The Platform may contain certain software code that is incorporated into, linked or distributed with the Platform or otherwise with the Services and may be licensed by third parties under various “open-source” or “public-source” software licenses (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements. These links are for convenience only and 1099Policy is not responsible for their content or privacy policies.

Disclosure

We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to user support requests; or (vi) protect our, our users' or the public's rights, property or safety.

No Warranty

To the maximum extent permitted by law, the Platform Is Available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE PLATFORM ARE ALL AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 1099POLICY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.

Payments

You will secure the required authorizations to lawfully remit on behalf of the User, payments for the coverage and Services that the User elects to secure from 1099Policy. You will act as the payment agent between the User and 1099Policy. 1099Policy will notify you of the amount due by each User for the coverage the User elected by assignment. The amount due will be inclusive of any applicable taxes. Payments to 1099Policy will occur contemporaneously with your release of the payment to the User for the work secured through your company. 1099Policy has a right to pursue a claim against you for failure to make payment to 1099Policy once the User begins their assignment.

You agree to pay 1099Policy a fee (as defined below, if applicable) for software services which 1099Policy renders. The fee will be earned by 1099Policy on a monthly basis for access to the Platform. The fee is $1.00 payable the 10th day of every month following your prior month’s use of the Platform. 1099Policy will provide you with 60 days advance notice of any fee change. You may cancel this agreement with 60 days advance notice. 1099Policy has a right to pursue a claim against you for failure to make payment to 1099Policy of the fee.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT 1099POLICY, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF 1099POLICY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PLATFORM; (ii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (iv) 1099POLICY’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE GREATER OF (A) $100, OR (B) THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY YOU IN THE 6 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST US OR OUR AFFILIATES. WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Assignment

1099Policy reserves the right, in its sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner whatsoever, any of its rights and obligations under these Terms of Use to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

Indemnity

You agree to defend, indemnify and hold harmless us, our affiliates, and our and their respective owners, officers, directors, employees, agents, and/or licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Platform; (ii) User Content provided by you (iii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; including all actions taken under your account or (iv) your breach or violation of a right of any third party, including intellectual property rights, or of any law statute, ordinance or regulation. This defense, hold harmless and indemnification obligation will survive any termination of these Terms and your use of the Services.

Governing Law and Jurisdiction

These Terms of Use and your use of the Site are governed in all respects by the laws of the State of New York, without giving effect to any principles of conflicts of laws. Any dispute concerning the Platform or these Terms of Use shall be subject to the exclusive venue of a court of competent jurisdiction in New York, the State of New York. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTES.